The Custodian of the City of Fear
by Wayward
Summary: The Autobot city of Kalis is not only overrun with zombies, it's also the Wreckers' new home, so why's Dreadmoon so pleased with himself? Done to complement the 'City of Fear' arc from the old Marvel comics.


**The Custodian of the City of Fear**  
By Wayward  
_waywardinsecticons.com_

He flitted through Kalis invisible, a spark of life in the conduits of the city. For an instant he was a building, then a street, then a bridge. He watched through a hundred optics, felt through a thousand sensors. He wore the city like his own body. He _was_ Kalis.

As city-states went, Kalis was on the small side. It had never been a busy or important place, and its only real military significance was that the watchtower of the Sixth Sector was now in it. Even then only the Decepticons knew it – Kalis was still officially an Autobot city. The overall smallness and quiet of the city had likely saved it from becoming a molten smear on the landscape, but also made it a low priority on the list of places to be repaired. There were few buildings that remained fully intact. Nine million years was a long time, even for Cybertronian industrial alloys. What the war hadn't demolished, time had.

Dreadmoon was quite pleased that the city remained generally overlooked; Autobot city or not, he thought of it as his. He was less thrilled to hear that Kalis had been built in the cup of a thruster large enough to propel Cybertron through space. It wasn't common knowledge, but being on the High Council had its advantages. Few Decepticons remembered the project, and as far as Dreadmoon knew, it was unknown to the Autobots. The day the planetary jets activated, turning Cybertron into a mobile battle station, Kalis would be destroyed in a flash of fire.

He was protective of Kalis, so it rather upset him when buildings exploded for no good reason.

The explosion in question had happened three weeks ago and had destroyed nothing more interesting than a research facility. It wasn't even a particularly important or military research facility, just a few Autobot and neutral scientific-types wanting to work in the relative peace of Kalis. Dreadmoon rather liked the place – the scientists kept to themselves, and he could keep a watch over them in case they came up with anything interesting.

The first thought, of course, had been a bomb. A short investigation proved the true explanation was more complicated. There had been another lab, hidden a few levels below the facility – long ago part of the building, but closed-off and forgotten. Someone down there had been playing with a fusion reactor and had grown careless. The investigators had even traced who the culprit was through fragments of journal datachips. Then they backed away slowly when they saw the look in Dreadmoon's optics after they told him the name.

_Flame!_

He was an Autobot and quite mad, as well as the only living person who had the vaguest idea how the great planetary jets of Cybertron worked. Likely a sufficiently skilled technician could figure it out, but it would take time. If he could do nothing else, Dreadmoon could stall the project.

Soon after the explosion, reports of animate body-shells started filtering in. Dreadmoon was reasonably certain who to blame.

The city was nearly empty now, only a few living Transformers remained – those too brave, too foolish, or too slow to escape. Sometimes there was movement in the streets, but it was only the shuffling of the walking dead. Dreadmoon ignored them – to destroy the animate body-shells one at a time would be an exercise in futility. There was a way to stop them all at once, he knew. There was a control signal, but he was having trouble tracing it. With the state Kalis was in, Dreadmoon's senses only covered patches of the surface, blinding him in a way that few others could understand. Simple lack of sight would be preferable.

He was in the systems of the city, but he was also in the control tower of the Amnimount, so he was aware of the transmission. He acknowledged it: _ Seizer. _

_ That's Lord Seizer. Having a bit of trouble in your city, Councillor? _

_ A minor problem. Nothing I cannot solve easily. _

_ Kalis is empty. _

_ Simply a precaution. _

_ Fix it quickly, Councillor. _

_ Of course. _ Dreadmoon waited for Seizer to cut the connection before cursing. With the most high-ranked Decepticons wasting their attention on the Earth planet, no one was actually running Cybertron. The Monitors – or, to use their formal title, the High Council – controlled the planet and took care of the day-to-day functions, but no one truly led. If one tried to take over, the others would retaliate. The warlords in the High Command were either fighting amongst themselves or missing completely. Seizer and two other warlords claimed sovereignty because they were the only ones around. They had seemed all right at first, but they were types who had no further ambition than to be in charge. The Decepticons would go nowhere under them. The Monitors had finally managed to agree on whom they wanted in charge until a _real_ leader could come back, but Thunderwing had to be found first. It was all quite vexing.

In the meantime, they had to suffer fools like Seizer. Dreadmoon pushed the thought aside. Kalis was his priority at the moment. Empty, shell-haunted Kalis.

He frowned, disliking the sound of that thought. Dreadmoon thought of himself as a realist, but knew perfectly well that the words others used were less flattering. To him, a body-shell was a body-shell and deserving no special reverence or fear. However, he knew that others had superstitions, and there had already been an attempt at a mutiny over the situation. Thus he let his Decepticons go. There were other ways to deal with things.

There were others in the city. A few empties had snuck in after everyone else left, though they were finding Kalis was only slightly less unfriendly without its masters. There were still a few Decepticons, not all under his direct control. And, felt in brief flashes, somewhere – _somewhere_ – there were Autobots. Moreover, there was a pattern he recognised. Usually Ultra Magnus was his opponent. This time he would be one of the game pieces.

Dreadmoon chuckled silently. Where the Decepticons feared to tread, perhaps the Autobots could be persuaded to rush in.

* * *

Flywheels thought that the Monitor was a cold, stuck-up creature who didn't act like a proper Decepticon. Flywheels thought that the Monitor was calculating and careful, and it was good to finally find someone in charge who didn't shout all the time. Flywheels was a Duocon and never could agree with himself.

He and his patrol crew had skipped town fairly soon after the dead started to walk. It might have been their function to kill things, and it was perfectly all right to kill things again if they wouldn't stay down, but Kalis had become downright creepy. It had come as a most unwelcome surprise when his radio had activated and Dreadmoon ordered him to report to the watchtower. Flywheels had considered his options and decided the least fatal thing to do was obey. Facing a city full of living dead had better odds of survival than trying to escape from a Monitor while still deep in his territory.

He had been met at the door by one of the Monitor's subordinates, then escorted up to the control room. Dreadmoon was partially tied into the computer; his left arm was lost in cables. Flywheels couldn't hide a frown. He had dealt with the Monitor before, and always found it a bit rude of him to carry on a conversation while merged with the Sector. At least he wasn't in full commune this time.

The Monitor nodded, and Flywheels felt the subordinate leave. "You summoned me?" asked Flywheels.

"That is why you are here."

There was just enough inflection that it might have been sarcastic. Flywheels stiffened in irritation. "What are my orders?"

"I am unable to trace the one who created the animate body-shells, thus I require a ground search team. Alas, most of my people have deserted."

"So you want me and my squad to go find the guy causing the trouble?"

"No. I want you to –" Dreadmoon's optics flickered slightly, "– patrol the Tyrest border."

"Eh? Why?"

"Because there are Autobots investigating the animate body-shell problem."

"You want us to take them, too?" asked the Duocon.

"No. I would rather risk a few Autobots than Decepticons on the current situation."

Flywheels smiled, even though Flywheels wasn't entirely happy with the idea. However, Flywheels was the one with the head, so he tended to have the last say when dealing with other people. "What do you want us to do?"

* * *

"If I'm right, there's nothing Flywheels or that Autobot of yours can do."

"You would have me summon Mindwipe or Bugly to do an exorcism, I suppose," Dreadmoon snapped. "I have heard your theories. They are ridiculous."

Silverflame matched his irritation. "They're both off-planet anyway. You are the most stubborn, closed-minded …"

Silverflame was easily the most superstitious person Dreadmoon knew, but also loyal enough to stay despite his fear. He disapproved of Dreadmoon dismantling captured body-shells and thought they should at least be decently melted down, but he kept his complaints to a minimum. Theirs was a friendship based on argument – it was hard for a Decepticon to find another who preferred debate to combat – but now was _not_ the time. Dreadmoon scowled. "Do you actually _believe_ that the animate body-shells are the work of ghosts, or do you just _want_ the situation to have a supernatural cause?"

The silver gliderjet spluttered a bit, then settled on glaring. Silverflame's problem, in Dreadmoon's opinion, was that he was far too open-minded. He would accept anything, which left him with no set beliefs. It annoyed Silverflame to no end that Dreadmoon firmly believed in nothing, or at least nothing supernatural. The Monitor stood. "I'm going to look over those body-shells again."

Silverflame's aura rippled. "Dissect them, you mean."

"There must be a physical component. The signal alone isn't enough for animation, I'm certain, else there would be a lot more of them. As well, those killed by the animate shells become animate shells themselves, but those killed in other ways only sometimes do."

"I would protest how you came to that conclusion, but I never liked Swiftflight."

Dreadmoon shrugged, then left the control room to his second-in-command. Swiftflight had been one of the Wing captains at the Amnimount, as well as one of the first to panic when reports of the walking dead started coming in. He had tried to start a mutiny on the idea that Dreadmoon's lack of respect for all things religious had caused the dead to get angry and walk, and had been shot in the back by one of his own trine. His trinemate had been promoted, and Swiftflight's body had remained quite inanimate.

He had guessed nanites at first, if only so he had a working hypothesis to prove or disprove. However, Swiftflight's shell had been left on a low balcony to expose it to the air, and nothing had happened to it. Not all the dead walked. There was no age variable – the walking dead ranged from shells so ancient they crumbled as they walked to those whose polish hadn't yet smeared. Most were ancient though, and most showed exposure to the conditions of the Underground. If something had to be done to the shells to make them walk, it meant Flame was probably working in the Underground rather than on the surface.

The Monitor walked into the Amnimount's repair bay. Most of his technicians had left. Three remained, but Dreadmoon wanted them to keep watch over the Amnimount's defences. He had no especial fear of the walking dead, but they were still a physical threat. Besides, this was his investigation. If he needed technical assistance, he would demand it.

The walking dead were no threat in the repair bay – the control transmissions were blocked, and the body-shells were just so much metal.

This one was decayed enough that he could take it apart with his hands. This time he found a glint of silver in the corroded mess of the shell's internal systems. Dreadmoon took it between his finger and thumb, and pulled. It detached easily from the dead shell. 

He held it up to the light. It looked something like a cerebro-shell. Dreadmoon frowned – the Insecticons were supposed to be on Earth. As well, they were masters of control. If Shrapnel's electronic control powers could be worked into one of Bombshell's cerebro-shells … suddenly, Dreadmoon was no longer quite so certain that Flame was behind the walking dead.

Still, more research was required. With a thought, Dreadmoon activated his radio: _ Silverflame, Deadlift, report to the repair bay. _ __He inspected his tools while he waited for them to arrive, tucking a scanner and a small cutting torch into the shadows of one curved wing.

Deadlift arrived after a few minutes, Silverflame soon behind. Dreadmoon handed the silver ball to his second-in-command as he walked past. "I think this may be a cerebro-shell. I wish to check it against all known records of the technology. I also wish to know the last known location of the Insecticons."

Automatically, his subordinates fell into step behind him. "This could be anything," said Silverflame as they walked into the hall. "It might even just be a bit of debris or …"

Silverflame screamed. Dreadmoon turned, bringing the torch around to slice through Silverflame's wrist. The torch was put away and the scanner brought out as the Monitor crouched over the severed hand. The silver ball had sprouted tendrils that began burrowing into the metal. "Deadlift, repair him."

Still clutching his dripping, sparking wrist, Silverflame snarled. "You _knew_ that was going to happen!"

"I suspected it. The silver ball is the physical control element. It was reactivated when we left the shielded area." With his scans complete, a point-blank blast from one of his wrist-cannons disintegrated the squirming hand in a pink flash. Another silver ball could be found if more research was required.

"I could have done with a less personal demonstration," muttered Silverflame, shaking off the technician.

"I wished to prove that we are dealing with science, not something mystical," Dreadmoon retorted. Silverflame would be back to his usual good humour soon enough. "Besides, at the moment, you are the one in least need of his hands. Now let yourself be repaired. I'm going back to the control room."

Nimbus glanced up with a questioning look when Dreadmoon returned alone. Dreadmoon shrugged. "One question has been answered and more have arisen to take its place. Take over the monitors for a little while, Nimbus. I have research to do."

The Monitor settled back in his command chair and let Kalis wash over him. Somewhere in the Worldnet there had to be information on the Insecticons and their abilities …

Nimbus' voice reached him: "The Baird beaming transmitter has awakened. Gates of frequency have been opened, unleashing static in the realms of the air."

Dreadmoon let his attention drift and found what Nimbus reported – the control signal for the animate body-shells was being jammed. It meant that the shells were no longer walking, but it also meant that he could no longer trace the control signal. "Hm."

"Shall the gates be closed?"

The Monitor frowned. It wasn't as if his attempts at tracing the signal had been of any use. "No. Let Ultra Magnus do his job."

* * *

"So much for never using corporal punishment on your loyal minions," grumbled Silverflame, rubbing his wrist where his new hand attached, then frowned. The comment had gone entirely unheeded by Dreadmoon, who was in his command chair and full commune.

Nimbus heard, however. "Attempt to match the grace of your form," he said primly.

Silverflame glared at him. "He cut off my hand because I disagreed with him."

"Do you disagree with him now?"

"No. He proved his argument."

"Then your noise is empty. Take on the silence of that which you love, thanatos-student."

Nimbus was difficult to argue with at the best of times because he refused to speak plainly, but it was impossible when he was right as well. Silverflame settled himself at a console, but was distracted by Dreadmoon's chuckle before he could get to work. Silverflame turned. "What?"

The opaque visor that Dreadmoon wore while in commune slid up to become his chevron again. "My initial assumption was correct – Flame _is_ the one behind the animate body-shells. I finally located his lair. I cannot find the controls for the planetary jets, but I found his monitor computer." He turned his head slightly. "Nimbus, Flywheels seems to be on his way back here. Wait for him, then bring him up."

Nimbus nodded and left. Silverflame crossed his arms. "_Now_ can we mount our own offensive?"

"No."

Silverflame snorted in disgust. "What if Ultra Magnus doesn't succeed?"

"I have back-up plans," said Dreadmoon, detaching himself from the computer. "Be patient."

"You're putting a lot of faith in this Autobot," Silverflame pointed out.

"Who else would I send?" asked Dreadmoon. "Kalis is deserted. Ultra Magnus is one of the Autobots' greatest warriors, and he has his own back-up – all of whom are used to tunnel-fighting and lack the bizarre superstitions that plague my warriors."

Silverflame ignored the insult. "Technically, you didn't send him."

"He is doing as I wish him to do. It is enough."

* * *

For the second time that day, Flywheels found himself in the Amnimount control room. This time the Monitor wasn't tied to his computer, but he was annoyed and glared down at them. "Deserting your task, are you?"

"Ultra Magnus sent me! He wants me to bring reinforcements!" Flywheels blurted.

Dreadmoon raised his hands imploringly. "Reinforcements? When all my warriors have fled Kalis?"

"Not 'all'," Silverflame protested. "A few of the hunter-seekers stayed …"

The Monitor silenced him with a gesture, then took on a pose of thought. "I suppose I cannot leave poor Ultra Magnus wanting. I will send one warrior with you."

"Just one!" Flywheels protested, but quickly reigned himself in. "All right. Where is he?"

Dreadmoon waved a hand at a computer screen. "Outside."

Flywheels walked over to the console. The picture was deserted; just a view over the Amnimount's courtyard. There was something in the background that nagged at him, though. Flywheels had been running a Kalis-Tyrest patrol for millennia. He knew the city. The skyline in the picture was wrong.

Then one of the buildings transformed.

Flywheels turned to find Silverflame laughing hard enough that he had to cling to his chair for support. The corner of Dreadmoon's mouth turned up slightly. "Still disappointed?" asked the Monitor.

"Not any more!"

* * *

There had been one last explosion, deep underground. Streets ruptured with the force of the blast, spitting superheated air and molten metal from the surface pressure-vents.

"I am going to have to have a talk with Ultra Magnus about damaging my property," grumbled Dreadmoon.

To Flywheel's surprise, Trypticon had simply left when it was over. Flywheels, not sure what else to do, had gone back to the Amnimount to report. Dreadmoon had collected up his technicians and ordered Flywheels to take them to Flame's lair. Once the ruins of the engine room were found, the technicians set to their own tasks, and Flywheels found himself dragged along in the Monitor's wake. "I still can't believe they just let me go. I would have at least taken a shot at me if I was Ultra Magnus."

"They are Autobots, and Ultra Magnus is honourable." He sighed, looking over the wreckage of the engine room. Most of the damage was caused by radiation or the fight with the walking dead. Dreadmoon nudged a shell aside with his foot. "I'm surprised it hasn't killed him yet. As well, they would have had to face Trypticon if they didn't release you."

Flywheels frowned. "Why _didn't_ Trypticon flatten them? He had a perfect chance."

"I told him not to."

"Honour?"

"Courtesy. There is a difference. My report, however, will cite energy concerns."

"How did you convince Trypticon to leave?" asked Flywheels.

"He is a citycon. I am a Monitor." He smiled, unkindly. "I may not have the ability to touch his mind, but I could certainly take over his body if I chose."

Dreadmoon walked to the ruins of a bank of computers and crouched down to sift through the rubble. "Make yourself useful, Flywheels. See if Flame's body is among these wrecks."

"I don't think he's in here," said Flywheels, kicking a shell aside.

"Possible that scavengers got to this place before us and took away the only recent corpse, possible that the shell is merely buried in this mess, but Flame has a rather unfortunate ability to survive when he really shouldn't."

The Duocon glanced at a tattered pile of near-shavings behind the remains of the radiation shield. "Too bad Impactor got shredded by the radiation. He might have been useful."

"Impactor?" Dreadmoon walked over to look at the remains himself. He frowned. "Barely enough to melt for scrap. But Impactor died in Iacon some time ago. One of Straxus' elite killed him."

"He was here as a zombie. Maybe Flame's signal reached that far."

"The signal didn't even reach the Kaliswall."

"Xaaron wanted to keep his bodyguard close?" Flywheels suggested.

Dreadmoon snorted. "I thought the Autobots merely shot their dead into space. Rather a waste of materials, I'd think. Perhaps scavengers brought him and it was merely a coincidence. Perhaps Flame specifically found him and brought him to Kalis."

"Why?"

"How should I know Flame's motives? Irony, perhaps. Or perhaps Xaaron _did_ bring the shell along for whatever reason. It will remain a mystery, I suppose." Dreadmoon glanced back at him. "Return to your squad, Flywheels. Your task here has been completed."

* * *

"Ultra Magnus? Note that my weapons systems are powered down and I am unarmed."

Magnus bit back a sigh. There were a lot of things to hate about Dreadmoon, from the general fact that he was a Decepticon to his more specific crimes. He destroyed cities by willing it to happen. He didn't torture prisoners for information, because it was easier to extract the information from a dead mind. Most Autobots didn't see him as a threat – he was practically invisible in the centre of his web, he didn't draw attention to himself, and he was polite. Somehow a soft voice made them overlook harsh actions. He was pathologically manipulative, using Autobot and Decepticon alike for his own purposes. He was even doing so now, appearing helpless to avoid deserved extermination. He had perfect faith that Magnus wouldn't harm an unarmed person, even an unarmed Decepticon monster.

Well, he wouldn't _kill_ an unarmed person, at least.

The Decepticon stepped from the shadows of a building, close enough to speak but far enough to flee if he needed to. He held up a hand so that Magnus could see the thin cable trailing from it. "Unarmed?" asked Magnus, levelling his gun at the Monitor.

"I hold no weapon," Dreadmoon agreed. "However, there are four cannons trained on you."

"You're bluffing."

"I might not be. I _do_ tell the truth sometimes."

Magnus might be able to kill the Decepticon with one shot, but if he didn't, there was a good chance he wouldn't get a second one. He kept his weapon aimed, however. "You were watching the whole time."

The Monitor nodded slightly. "It is my function to watch, Commander. I find I must thank you."

"For doing your job for you?"

Dreadmoon waved his free hand dismissively. "If you hadn't stopped Flame's reanimated body-shells, I would have easily. How do you think Flywheels found reinforcements so quickly?"

"We were _supposed_ to capture him." It wasn't a question.

"Him or any of his patrol. They know the city better than you do and I thought they might make serviceable guides. I was quite surprised when you released Flywheels to look for reinforcements."

So, all his actions couldn't be predicted. It was a minor victory. "And, of course, it wouldn't have mattered if any Autobots died while fighting Flame's zombies."

"True, but I really did want you to succeed. There will be other opportunities to kill you. I'm rather upset about that final explosion, though. My city had been damaged enough without you detonating the Underground."

Magnus frowned. "_Your_ city? Kalis is an Autobot city."

"It was." Dreadmoon lifted the cable that tied him to the city. "Now it is mine. I would appreciate if you would locate your headquarters somewhere else."

"We like it where it is." Dreadmoon wouldn't be able to find it, not yet, not with Kalis in ruins. Still, it meant that repairing the city would benefit the Decepticons … Magnus returned his attention to the Monitor. "I suppose this is where we say, 'when next we meet, it will be as enemies'?"

The Monitor smiled. "Oh, we meet as enemies _now_, but I am grateful for what you did for my city. That is why I warn you that my hunter-seekers will arrive in approximately twenty seconds."

* * *

Dreadmoon returned to the Amnimount to find Silverflame back in his usual cheer. "Trypticon was Plan B, I take it?"

"Plan E, actually," Dreadmoon admitted, retrieving a box from the shadow of his wing. "I'm afraid I was showing off."

"It looks like everyone is coming back to the city."

"Good." Dreadmoon set the box on the table and opened it up, pulling out damaged computer chips.

Silverflame wandered over. "Flame's data?"

"As much as I could retrieve."

"All of it? Did you get his control program?"

"Unfortunately not."

There was a brief flash of blue – Silverflame's arm-cannon spat charged chemicals and froze the remains of the computer. A touch would shatter them. Dreadmoon glared. Silverflame glared back. "I know when you lie, Dreadmoon. I won't let you recreate the walking dead."

"You also destroyed the data pertaining to the planetary jets."

"You were going to destroy that anyway. You let the Autobots do the work because it would set the project back while leaving you innocent of tampering."

Dreadmoon harrumphed and stalked over to a console, leaving Silverflame to clean up, but he sighed inwardly – Silverflame was astute, if misguided. He would make an excellent Monitor eventually, though preferably not over Dreadmoon's dead body. If Silverflame started to get ambitious, he could easily be sent against one of the other Monitors. Dreadmoon was disappointed that his second in command didn't consider that he had copied the information to disc before he even returned to the Amnimount, though.

Silverflame would find out whenever Dreadmoon decided to put the control program to use. Better to learn late than never.

**_The End._**


End file.
